OneWater Marine (NASDAQ: ONEW) divests Ocean Bio-Chem unit for $50M

Rhea-AI Filing Summary

OneWater Marine Inc. has sold its equity interests in Ocean Bio‑Chem Holdings, Inc. to Recochem Inc. for an estimated cash purchase price of approximately $50.0 million. This reflects a $55.0 million base price reduced by about $5.0 million of working capital and other closing adjustments.

The company plans to use the cash proceeds to repay a portion of its outstanding debt. Unaudited pro forma financial statements show how the sale would have affected the September 30, 2025 balance sheet and results, including removal of Ocean Bio‑Chem’s revenues and expenses and recognition of an estimated loss on sale within equity.

Insights

M&A and balance sheet analyst

OneWater sells Ocean Bio‑Chem for $50M and applies proceeds to debt reduction, reshaping its balance sheet with a modest loss on sale.

OneWater Marine entered into and closed a Securities Purchase Agreement with Recochem Inc. on February 2, 2026, selling all equity interests in Ocean Bio‑Chem Holdings for an estimated cash purchase price of $50.0 million. The price reflects a base of $55.0 million less approximately $5.0 million of working capital and other closing adjustments.

Proceeds are designated to repay a portion of outstanding debt, which the pro forma balance sheet illustrates by a $50.0 million reduction in current long‑term debt. The transaction also removes Ocean Bio‑Chem’s assets and liabilities from the balance sheet and eliminates related revenues and expenses from pro forma operations for the year ended September 30, 2025.

The notes indicate an estimated loss on sale of about $9.6 million, recorded within equity in the pro forma balance sheet and excluded from the pro forma income statement because it is non‑recurring. Overall, the deal trades a non‑core asset and some earnings contribution for lower leverage and a cleaner focus on the remaining operations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 2, 2026

____________________________________________

OneWater Marine Inc.

(Exact name of registrant as specified in its charter)

____________________________________________

Delaware			001-39213			83-4330138
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

6275 Lanier Islands Parkway Buford, Georgia			30518
(Address of principal executive offices)			(Zip Code)

Registrant’s Telephone Number, including Area Code: (678) 541-6300

____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

ONEW

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01    Entry into a Material Definitive Agreement.

On February 2, 2026 (the “Closing Date”), OneWater Marine Inc. (the “Company”) entered into and consummated a Securities Purchase Agreement (the “Purchase Agreement”) with Recochem Inc. (the “Buyer”) pursuant to which the Company sold the equity interests in Ocean Bio‑Chem Holdings, Inc. (“Ocean Bio‑Chem”) for an estimated cash purchase price of approximately $50.0 million. This reflects a base purchase price of $55.0 million, less an estimated $5.0 million of working capital and other adjustments applied at the closing of the transactions contemplated by the Purchase Agreement, with a final working capital true‑up to be determined 120 days after the Closing Date. Proceeds from the transaction will be used to repay a portion of the Company's outstanding debt.

The Purchase Agreement contains customary representations and warranties, and the Company and the Buyer have agreed to customary covenants relating to the sale. Both the Company and Buyer have agreed to indemnify the other party for losses arising from certain breaches of covenants contained in the Purchase Agreement and other liabilities, subject to certain limitations.

Truist Securities served as the Company’s financial advisor and Butler Snow LLP served as counsel to the Company.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

The Purchase Agreement governs the contractual rights between the parties in relation to the sale of Ocean Bio-Chem. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Purchase Agreement and is not intended to provide, modify or supplement any information about the Company, Ocean Bio-Chem, the Buyer or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Ocean Bio-Chem or the Buyer. The representations and warranties contained in the Purchase Agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to consummate the Closing if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws to investors or security holders. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information and the information in the Purchase Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in its public reports filed with the Securities and Exchange Commission (the "SEC"). Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 2.01    Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the year ended September 30, 2025 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K, including the pro forma financial statements attached hereto, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding the sale of Ocean Bio-Chem and the pro forma results or projections and underlying assumptions. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “outlook,” “guidance” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are not guarantees of future performance, but are based on management’s current expectations, assumptions and beliefs concerning future developments and their potential effect on us, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct.

Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements are detailed in our filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and in our subsequently filed Quarterly Reports on Form 10-Q, each of which is on file with the SEC, and in other documents the Company files with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Item 9.01    Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, the unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2025 and the related notes are filed as Exhibit 99.1 and are incorporated herein by reference.

(d) Exhibits.

Exhibit Number						Description
*10.1¥#						Securities Purchase Agreement, dated as of February 2, 2026, by and among OneWater Marine Inc., Ocean Bio-Chem Holdings, Inc. and Recochem Inc.
*99.1						Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the year ended September 30, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith

¥Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.

#Certain confidential information contained in this agreement has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is both not material and would likely cause competitive harm to the Company if publicly disclosed. An unredacted copy of the exhibit will be furnished to the Securities and Exchange Commission on request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						ONEWATER MARINE INC.
			By:			/s/ Jack Ezzell
			Name:			Jack Ezzell
			Title:			Chief Operating Officer and Chief Financial Officer
Dated: February 6, 2026

Exhibit 99.1

ONEWATER MARINE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 2, 2026, OneWater Marine Inc. (the “Company”) completed the sale of its equity interests in Ocean Bio-Chem Holdings, Inc. ("Ocean Bio-Chem") to Recochem Inc. (the "Buyer") for $50.0 million ($55.0 million of total consideration, less an estimated $5.0 million of working capital and other adjustments to the contractual price and selling expenses) pursuant to the Securities Purchase Agreement, dated February 2, 2026, by and among the Company, Ocean Bio-Chem and the Buyer (the "Ocean Bio-Chem transaction").

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, gives effect to the Ocean Bio-Chem transaction as if it were completed on September 30, 2025.

The unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2025, gives effect to the Ocean Bio-Chem transaction as if it were complete on October 1, 2024. The estimated gain on sale in connection with the Ocean Bio-Chem transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within equity. The estimated loss on sale of $9.6 million is not reflected in the unaudited pro forma condensed consolidated statements of income as it does not have a continuing impact on the Company's results.

The unaudited pro forma condensed consolidated financial information has been prepared from the Company's historical accounting records and, in accordance with Article 11 of SEC Regulation S-X, is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented, and in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.

The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Ocean Bio-Chem transaction, (ii) factually supportable and (iii) with respect to the pro forma condensed consolidated statements of operations, expected to have a continuing impact on consolidated operating results. The unaudited pro forma condensed financial information does not reflect future events that may occur after the Ocean Bio-Chem transaction, including any potential future cost savings that may be achieved.

The unaudited pro forma consolidated financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial statements and the audited consolidated financial statements and the accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

ONEWATER MARINE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of September 30, 2025

(In thousands)

			As Reported						Pro Forma Adjustments									Pro Forma
ASSETS
Cash			$	52,166					$	50,000		(A)						$	52,166
									(50,000)			(B)
Restricted cash			12,654						—									12,654
Accounts receivable, net			60,885						(16,181)			(C)						44,704
Inventories			539,793						(17,382)			(C)						522,411
Prepaid expenses and other current assets			53,715						(1,664)			(C)						52,051
Total current assets			719,213						(35,227)									683,986
Property and equipment, net			91,576						(29,827)			(C)						61,749
Operating lease right-of-use assets			128,988						(747)			(C)						128,241
Other long-term assets			2,309						—									2,309
Deferred tax assets, net			72,587						632			(D)						73,219
Intangible assets, net			130,198						(1,100)			(C)						129,098
Goodwill			258,954						—									258,954
Total assets			$	1,403,825					$	(66,269)								$	1,337,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable			$	43,758					$	(4,587)		(C)						$	39,171
Other payables and accrued expenses			41,429						(2,349)			(C)						39,080
Customer deposits			29,280						—									29,280
Notes payable – floor plan			419,682						—									419,682
Current portion of operating lease liabilities			16,615						(44)			(C)						16,571
Current portion of long-term debt, net			77,895						(50,000)			(B)						27,895
Current portion of tax receivable agreement liability			2,637						—									2,637
Total current liabilities			631,296						(56,980)									574,316
Other long-term liabilities			2,544						—									2,544
Tax receivable agreement liability			34,858						—									34,858
Long-term operating lease liabilities			115,977						(350)			(C)						115,627
Long-term debt, net			334,197						—									334,197
Total liabilities			1,118,872						(57,330)									1,061,542
STOCKHOLDERS’ EQUITY
Class A common stock			164						—									164
Additional paid-in capital			240,478						—									240,478
Retained earnings			44,954						(8,939)			(E)						36,015
Accumulated other comprehensive loss			(643)						—									(643)
Total stockholders’ equity			284,953						(8,939)									276,014
Total liabilities and stockholders’ equity			$	1,403,825					$	(66,269)								$	1,337,556

ONEWATER MARINE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended September 30, 2025

(In thousands except per share data)

			As Reported						Pro Forma Adjustments									Pro Forma
Revenues:
New boat			$	1,158,165					$	—								$	1,158,165
Pre-owned boat			363,906						—									363,906
Finance & insurance income			54,959						—									54,959
Service, parts & other			295,304						(61,460)			(F)						233,844
Total revenues			1,872,334						(61,460)									1,810,874
Cost of sales:
New boat			974,951						—									974,951
Pre-owned boat			298,361						—									298,361
Service, parts & other			172,000						(39,391)			(F)						132,609
Total cost of sales			1,445,312						(39,391)									1,405,921
Selling, general and administrative expenses			343,285						(20,754)			(F)						322,531
Depreciation and amortization			21,634						(4,074)			(F)						17,560
Transaction costs			1,547						—									1,547
Change in fair value of contingent consideration			(2,133)						—									(2,133)
Restructuring and impairment			148,139						—									148,139
Loss from operations			(85,450)						2,759									(82,691)
Other expense (income):
Interest expense – floor plan			28,469						—									28,469
Interest expense – other			36,183						—									36,183
Other expense (income), net			1,429						—									1,429
Total other expense, net			66,081						—									66,081
Net loss before income tax benefit			(151,531)						2,759									(148,772)
Income tax benefit			(35,301)						641			(G)						(34,660)
Net loss			(116,230)						2,118									(114,112)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC			1,648						(167)			(F)						1,481
Net loss attributable to OneWater Marine Inc.			$	(114,582)					$	1,951								$	(112,631)
Net loss per share of Class A common stock – basic			$	(7.22)														$	(7.10)
Net loss per share of Class A common stock – diluted			$	(7.22)														$	(7.10)
Basic weighted-average shares of Class A common stock outstanding			15,869															15,869
Diluted weighted-average shares of Class A common stock outstanding			15,869															15,869

ONEWATER MARINE INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Pro Forma Adjustments

(A)Adjustment represents the net cash proceeds received at closing from the Ocean Bio-Chem transaction ($55.0 million of cash consideration less estimated cash costs directly associated with the transaction and other adjustments of $5.0 million).

(B)The proceeds of the Ocean Bio-Chem transaction were used to reduce the outstanding debt of the Company.

(C)Adjustment represents the assets and liabilities purchased by the Buyer as part of the Ocean Bio-Chem transaction.

(D)Reflects deferred tax benefit recognized due to the Ocean Bio-Chem transaction.

(E)Adjustment reflects the pro forma non-recurring loss on the sale that would have been recorded if the Company had completed the Ocean Bio-Chem transaction on September 30, 2025, calculated as follows:

($ in thousands)
Cash received (net of selling and other expenses)			$	50,000
Less: Carrying value of Ocean Bio-Chem assets and liabilities			59,571
Pro forma loss before income tax benefit			(9,571)
Recognition of deferred tax benefit due to the sale of Ocean Bio-Chem			632
Pro forma net loss on sale of Ocean Bio-Chem			$	(8,939)

(F)Adjustments represent the elimination of revenues, costs and expenses directly attributable to Ocean Bio-Chem.

(G)Adjustment represents the estimated income tax effect of the pro forma adjustments at the Company's statutory tax rate for the year ended September 30, 2025.

FAQ

What major transaction did OneWater Marine (ONEW) disclose in this 8-K?

OneWater Marine completed the sale of its equity interests in Ocean Bio‑Chem Holdings, Inc. to Recochem Inc. for about $50.0 million in cash. The deal closed on February 2, 2026 under a Securities Purchase Agreement and included customary representations, covenants, and indemnities.

How much did OneWater Marine receive from selling Ocean Bio-Chem Holdings?

OneWater Marine received an estimated cash purchase price of approximately $50.0 million for Ocean Bio‑Chem Holdings. This amount reflects a $55.0 million base purchase price, reduced by about $5.0 million of working capital and other adjustments applied at closing under the Securities Purchase Agreement.

How will OneWater Marine (ONEW) use the proceeds from the Ocean Bio-Chem sale?

OneWater Marine plans to use the cash proceeds from the Ocean Bio‑Chem sale to repay a portion of its outstanding debt. The accompanying unaudited pro forma balance sheet shows a $50.0 million reduction in current long‑term debt, illustrating the intended deleveraging effect.

Did OneWater Marine record a gain or loss on the Ocean Bio-Chem transaction?

The company expects an estimated loss on the sale of Ocean Bio‑Chem of about $9.6 million. This loss is reflected within equity in the unaudited pro forma condensed consolidated balance sheet and is excluded from the pro forma income statement because it is non‑recurring.

What financial statements did OneWater Marine provide related to the Ocean Bio-Chem sale?

OneWater Marine provided unaudited pro forma condensed consolidated financial statements as of and for the year ended September 30, 2025. These include a pro forma balance sheet and statements of operations, plus notes explaining adjustments directly attributable to the Ocean Bio‑Chem transaction.

How does the Ocean Bio-Chem sale affect OneWater Marine’s revenues in the pro forma statements?

The pro forma statements remove revenues and related costs directly attributable to Ocean Bio‑Chem from service, parts and other. For the year ended September 30, 2025, this includes a $61.460 million reduction in service, parts and other revenues, with corresponding decreases in cost of sales and operating expenses.

Who advised OneWater Marine on the sale of Ocean Bio-Chem Holdings?

Truist Securities acted as financial advisor to OneWater Marine, and Butler Snow LLP served as its legal counsel. Their roles supported negotiation and execution of the Securities Purchase Agreement with Recochem Inc., which governed the terms and closing of the Ocean Bio‑Chem transaction.